


Lovecraft AU

by djinmer4



Category: Cthulhu Mythos - H. P. Lovecraft, X-Men (Ultimateverse)
Genre: Eldritch, Other, Tentacle Sex
Language: English
Status: Completed
Published: 2018-12-20
Updated: 2018-12-22
Packaged: 2019-09-23 14:52:39
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 12
Words: 18,941
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17082410
Author URL: https://archiveofourown.org/users/djinmer4/pseuds/djinmer4
Summary: Inspired by the Marvel Venomized Universe (characterization based on Ultimates just because).





	1. The Watcher in the Dark

It was supposed to be a routine mission.

Due to recent events, the ranks of Excalibur had been decimated. Since at least some of the problems could be traced back to Jean Grey, the X-Men had been forced to cover some of Excalibur’s missions and territory while they got back on their feet. So that’s how they found themselves in Schwartzwald, hunting a serial killer (serial killers?) targeting travelers in the woods. Victims ranged from local children who disappeared to lone tourists found butchered to one old woman who apparently sat down and never got up again (a very old woman, she had been included for completeness but they all agreed her death was probably unrelated). They went in groups of five, with survival kits, guns, tranquilizers, communicators, maps, compasses, and GPS and everyone checking in with the various telepaths at set time periods. They had been prepared for everything.

Everything except  ** _IT._**

Kitty didn’t know what had happened to the other teams, she could only hope they were alright. As for her team, they’d been herded into a narrow, dead-end valley, so covered in trees she would have thought it midnight if it wasn’t for the clock on her smartphone.

They had ignored the strange noises and malevolent eyes staring at them from the shadows easily enough. The dead body, hands cut off and face removed had been scary, but expected. They’d picked it up, put it in the body bag, checked for identification (lost college hiker) and gone on their way. The strange figure who had worn the face like a mask and manipulated the hands like a gruesome waldo was even more frightening, but still not out of the ordinary. What was underneath …

Kitty had seen many different mutations, some of them horrifying. She’d never seen something like this. IT had tanked everything Wolverine, Colossus, and Boom-Boom had thrown at IT. Lead, silver and iron bullets hadn’t even slowed IT down. When Angel had shown up to reply to their calls for backup, he’d been swatted out of the sky by a massive, pitch-black tail that had formed from nowhere. Every time they thought they had escaped, IT had reappeared in a puff of disgusting smoke. Piotr had tried to run through IT and been picked up by a deformed claw and thrown back. The same thing when they tried splitting up, IT would catch them and dump them together.

Currently, the only thing holding IT off was the wards Yana had made for her. The wards had been a joke between them; Kitty had never expected she’d ever have to use them. Now she wished she’d been paying more attention when Magik had created them. The wards were enough to keep the creature at bay, but not enough to drive it off or even give them enough room to escape.

“ _Bitte_ , let me in. All  _Ich_ vant is to eat  _ein_ of you. I’ll let the others go.” Kitty resisted the urge to laugh. A polite monster with an accent. The voice was smooth and light and if it hadn’t been coming from a maw filled with shark teeth and a tongue as long as her forearm, she might have considered it pleasant. The shields shook with her suppressed laughter, and that quickly sobered her.

“Is zis really your plan? Spend your time locked behind a shield? Maybe zat’s fine for now, but soon you’ll be out of food  _und_  guns. Zen’ll you’ll have to choose  _ein_ to sacrifice.” IT cooed, clawing at the forcefield. “Make it easy. Send  _ein_  out, und ze kill vill be quick und painless.”

“Wolverine, how long before backup gets here?” hissed Boom-Boom.

“Cyclop’s team found Angel, but they’ve got to get him to a hospital now. So a couple of hours. Shroud, will that ward hold for that long?”

“It should.” Then she made the mistake of looking into IT’s eyes. (She thought they were eyes. Patches of white, red and yellow light that shifted along its body with no pattern or detail.)

Suddenly she wasn’t in that narrow valley with the others. Instead, she was on some plain, covered in dark grass beneath an unfamiliar sky. A strong scent of brimstone filled the air, and twin suns of red and yellow shone down from a black sky. Then the suns … blinked.

Abruptly she was aware that she wasn’t standing on a plain, but rather a vast body. The grass was fur. The suns were eyes. A rumble of amused laughter filled the air and caused the flesh below her to shake, knocking her down. The monster in the woods was only the smallest fraction of something vast and unknowable, and somehow she had caught ITS attention. In the dim light thrown by those eyes, she could see tentacles form out of the ground and snake towards her defenseless body. She closed her eyes, covered her ears and-

“Kitty!” And she was back. Piotr was screaming her name, and she realized the vision had made her attention wander long enough to produce gaps in the forcefield. A clawed hand with three fingers was only inches from her face when she was abruptly shoved out of the way.

Turning back, she saw that Morph had been her savior, but only by of sacrificing himself. Those black talons had torn his throat open, and even she could see the wound was fatal. IT grabbed his falling body, and a long tongue snaked out to begin lapping at the blood.

Boom-Boom screamed and promptly launched another plasma ball at the monster. It did no damage, but another tentacle whipped out and wrapped around her torso, lifting the blonde up into the air. “ _Ich_  only vanted  _ein_.” IT seemed almost disappointed. “But if you insist, I have room for dessert.” The tentacle began to squeeze even as Tabitha thrashed around. She pounded with her fists, kicked out and even tried biting. She might as well have been fighting a metal statue for all the good it did her. Even as the three of them watched in horror, the crack of Tabitha’s ribs breaking filled the air.

Kitty couldn’t watch anymore and instead looked down. To her surprise, Morph was still alive, although he wouldn’t be for much longer.  _Run_  he mouthed to her.

Kitty grabbed Colossus and Wolverine and started running, phasing through whatever got in their way. They were two teammates down. She wasn’t going to sacrifice anyone else.

* * *

_Epilogue:_

James Braddock had not been pleased by the X-Men’s report, but ultimately there was nothing he could do. The X-Men were not equipped to take down magical threats, that had been Excalibur’s specialty. And they had lost two of their own on this mission. So he read through the testimony of the survivors, thanked them for their time, and bid them farewell.

Kitty crashed on her bed, just wanting to go to sleep and forget the whole day. After a few minutes of laying there, the feeling of having missed something was too overwhelming. She sat up and looked around the room.

Everything looked alright. The doors leading to the corridor, balcony, and closet were all closed. Same posters and everything on the wall. The other bed was empty because Rogue was spending time with Bobby. All her stuffed animals were there on her desk- wait!

Kitty squinted a little in the dark. There, yes, the mirror was dark, too dark. Instead of a shadowed reflection, it looked like a void. The girl got up to look more closely. When she got there, it wasn’t her eyes playing tricks on her; the mirror was completely black. She put a hand on the cool surface.

“So  _zis_  is vhere you live.” The mirror warmed to soft flesh beneath her palm. Small black cilia reached out from its surface. Glowing spots of light, red, yellow and white appeared. A solid black tentacle reached out and wrapped around Kitty’s wrist, pulling her towards the mirror. “ _Wie langweilig_.”

Her scream woke the entire mansion.


	2. Rasputin's Model

“Storm! Storm! Ororo!” Storm wakes with a gasp. From here she can hear the winds lashing against the mansion, and then the patter of rain and hail hitting the windows. Quickly she gets her power under control, calming the tempest outside.

Hank stops shaking her, leaning back and giving her a few minutes to calm down. “The usual nightmare?” he asks sympathetically.

“Pretty much. Underground, in the dark, with no way out. Except it was worse this time. This time someone was watching. Watching me panic and laughing at my helplessness.” Ororo wiped the sweat from her forehead, then looked down at the drenched bed. “Ugh, I need to bathe. This is horrible.”

“I’ll start stripping the sheets.” Offered the giant blue mutant.

She smiled at her lover. “Thanks. Sorry for waking you up.”

“Hey, this is nothing compared to what Jean puts Scott through.”

* * *

Piotr can’t stop thinking about the last mission. No one had expected a cake walk, but to lose two people and not even fight back! Not that he blamed Katya, she made the right decision to run. They were outclassed and he suspected even with the rest of the X-Men they wouldn’t have made a dent in that creature’s skin.

He grabbed some of his pink and white paint. He needed to do something to get the mission out of his head. The resulting painting probably wouldn’t be any good, but he could burn it in the end. He settled in front of the canvas, then changed his mind and grabbed the black instead. He’d try something different today, start with black for a background then layer the subject on top with heavy, opaque oils. That felt more appropriate.

Piotr painted for hours, not really paying attention to the overall image. Rather, he focused on the details, on getting everything just the right shade and that the black didn’t bleed through. He wasn’t really aware what was forming until Katya came to get him for supper.

“Hey, Piotr! I know you’re in a groove, but it’s time to eat! I know we’re all upset, but skipping meals isn’t going to make anything better. You already skipped lunch- Oh my God!” Piotr turned to the younger girl, confused at the sudden horror in her voice. “Why did you paint that!?!”

The Russian looked at the canvas, then reeled back in shock. There, standing out from the deep black, was a picture of Morph’s head, impaled through the neck on a twisted grey spike. The eyes were open and pleading while blood ran from the mouth and nose. “I didn’t, I didn’t mean to- I wasn’t thinking-”

The American came up and patted him lightly on the arm. “It’s okay. I understand you needed to get this out of your system. But we need to burn this before anyone else sees.”

“Da.”

* * *

Husk stared at the black spot on her hand. She’d never had a mole there before. Concerned that it might be a remnant of her last transformation, she pulled her skin off again.

Nope, the mole was still there. And did it just getting bigger?

* * *

Kitty double checked her room. No reflective surfaces that could lead to the void. No pictures out that could morph into hellish landscapes. All doors closed and locked so nothing could get in without her noticing. She even leaned down to check under her bed. Nope, not even dust bunnies since she’d cleaned it out today.

Despite those precautions, she still woke to the sound of chewing and screaming. Opening her eyes she was back in that hellish landscape. Same brimstone smell, same grass-like fur beneath her feet. Today there were only two orbs in the sky, one yellow and one red. As she watched, the red globed winked out and then back on, almost like it was winking at her.

“You X-Men are so amusing.” She turned and saw the creature from the Schwartzwald sitting there. She could see Morph’s headless body behind IT and heard Tabitha screaming. The creature held a femur in both hands, and then with a quick twist broke it apart and began to suck on the marrow. “I’ve been observing for a while, and still you don’t know what’s happening?”

“Why the he-” she stopped herself. Best not to give the creature ideas. “Why am I here again?”

IT had finished with the femur and pulled out what appeared to be Tabitha’s arm and started gnawing on it. “Boredom. I want some company while I eat.”

Kitty stared in horror.

“Oh, I’ll feed you too.” A wave of a hand and a table setting appeared in front of her (white linen tablecloth, plush chair, fine bone china and all). It almost would have been sweet, if there hadn’t been a couple of bloody hands on the plate. She recoiled away.

“Humans,” IT intoned, bright patches moving back and forth. “Always so picky.” Another wave and the arms were replaced by a basket of apples. “Is that better?”

The Jewish girl hesitated. Stories of fairy fruit and Persephone danced in her head. “If all you want is company, there’s no need to feed me. I’ll be happy to talk to you.”  _Not_.

“Suit yourself,” IT took another bite. “But be aware, you won’t wake until you’ve eaten and drunk something.”

“What?”

“Oh, I won’t force you. You won’t get any more hungry or thirsty than you are now. And don’t worry about missing your alarm or anything. No matter how long you wait, you’ll wake up the same time you usually do. It doesn’t matter to me how stubborn you are. I can wait forever.”

Kitty stared. Stay here? Forever? She could feel her sanity unraveling already. She looked at the apples, and the chalice full of what she was sure was blood. “It’s only a dream. It can’t really hurt you.” Then she slugged the chalice, grabbed an apple and bit down-

Kitty woke to pounding on the door. “Kitty, are you awake?”

“Just give me a second Storm.” She quickly threw on a robe and grabbed her slippers before opening the door. “What’s wrong?”

“Tildie woke up screaming. Can you help?”

Kitty quickly made her way to the younger girls’ dormitory. There she found the child in question curled up and crying. “Tildie are you alright?”

“It hurts! It hurts so bad!” She curled in tighter.

“Will you let me see? I can try to help.” Tildie looked up with red eyes but slowly nodded and uncurled. Kitty, grabbed the first aid kit and prayed it was just a bruise or something equally easy to treat. Tildie still wasn’t comfortable with Dr. McCoy, and if she refused, they would have to make the trip to Dr. Reyes clinic.

As it turned out, it was just some simple scratches, easily treated with good humor, iodine, and bandages. But Kitty froze when she realized the scratches spelled out words.

_‘Only a dream, am I?’_

* * *

Gambit couldn’t believe his eyes. “Didn’t you say de only real way tah cook steak was well done,  _homme_?”

“Yeah, well, I decided to give your way a shot. Don’t look so surprised Gumbo.”

The Cajun watched as the Canadian grilled the steak over the hot coals, thankfully not using his claws. When Logan took it off and started to eat, he noticed that while charred on the outside, the inside was still raw. “Dere’s ah difference between medium-rare ahnd Pittsburgh Blue.”

The older man shrugged. “Eh, they both bleed when you cut into them.”

* * *

“Ow! Oh, ick!” Jubilee complained, spitting on the floor. “I think I swallowed some of your blood.”

“Are you alright?” Shroud was too upset to worry about the filth. “I didn’t mean to-”

“To hit me?”

“Well, no I obviously meant to punch you, just not in the face. I was aiming for your shoulder.” Kitty entered the ending command and the Danger Room returned to its usual blank appearance.

“News flash Kitty, enemies move around. Don’t overcommit to any blows unless they’ve been strapped down and are unconscious and be careful even then.” The Asian girl grabbed the Jewish one’s hand and looked at the gash her teeth had made. “Oh jeez, we’d better get Hank to look at this.”

“Yeah, I don’t think I knocked anything loose but better safe than having to pull teeth.”

“That’s not what I meant.” Jubilee raised Kitty’s hand until the wound was right in her face. “Kitty, your blood’s turned black.”

* * *

Piotr set up his canvas and paints again. This time he was going to pay attention. No more accidental pictures of his friend’s murder. He still wanted to play around with bringing light from darkness though, so he had obtained a black velvet canvas to work with.

A landscape he decided. Some strange world under an alien sky with no stars and twin moons of red and black. Below he added dark grass of indeterminate color and the silhouettes of bare trees in the background. In a fit of whimsy, he added a small table in the center as the focus. On the white tablecloth, he added a small basket of apples and an elaborately jeweled chalice. He was working on the finishing touches when Kitty came up.

“Painting again? I hope it’s not as disturbing as the last time.”

“Nope, just a nightscape today. It’s quite different to start on a black canvas, rather than a white one. Would you like to see?”

“As long as it isn’t a kitschy Elvis picture … “ Given the difference in media, he was facing towards the door this time, meaning she had to walk around to look at his work. Once she had seen it though, her face drained of color and she looked as sick as she had with the last one. “What’s wrong?”

“It looks like my dream.”

* * *

Husk looked down. The mole was growing with every transformation. She’d taken to wearing fingerless gloves to cover it up, but people were starting to get suspicious. And now it didn’t feel like skin anymore. Instead, when she ran a finger over the mark, it felt wet and slimy, like an abscess, but without the sagging skin and feverish surroundings.

She needed to show this to Dr. McCoy. She shouldn’t have put it off in the first place.

* * *

Jubilee felt famished. No matter what she’d been eating lately she always felt so hungry. Thirsty too. No matter what she drank, she was always thirsty. She’d gone to Beast, afraid she was becoming diabetic, but the only thing that had come up on the blood tests was a low hemoglobin count. He’d suggested more protein in her diet.

So here she was, sneaking down to the kitchen in the middle of the night, hoping to score some leftover meatloaf or something. When she got there, she noticed a shadowy lump seated at the island. Flicking on the light switch, she yelled, “Halt, evildoers- oh, it’s just you Logan. What are you doing here in the middle of the night?”

“Same thing you are. Grabbing a midnight snack and doing some light reading.”

“‘The Origin of Species’ is what you consider light reading? In the dark?” Logan had always struck her as a more hockey and whiskey person, not one to delve into the history of evolution. Before she could question him further, she smelled his ‘midnight snack’.

“What is that?” she asked distractedly. “It smells delicious.”

“Oh, um, some of the steak for tomorrow.” He drank some more beer. “Don’t tell the Cajun, but he may have been right about how less is more when it comes to heat and cooking.”

“He’d never let you live it down.” she agreed. “Is there any more?”

Logan pulled another steak out of the fridge. “How do you want this-”

“No need to cook it. I’ll just have it the way you’re having yours.” The Canadian stared, then shrugged and put it on a plate for her. The first bite she cut off was heavenly. It hit the spot and the blood running down her throat seemed to sooth the aching dryness she had felt all day. She was so enraptured she didn’t notice the Wolverine giving her an odd look.

“Hey Firecracker, have your canines always been that pointed?”

* * *

_Watch her._

_Watch her._

_Watch her._

Piotr was having the strangest dream. Usually, he dreamt of the past, when he still lived on the farm with his siblings or of the horrific time he spent working for the Mafiya. Or he’d dream of the day’s events, scrambled up so nothing made sense. This wasn’t like either of those types of dreams. Instead, he found himself wandering through a maze, corridor upon corridor. It was even more difficult to see through because everything was covered in a thick haze, rendering it impossible to distinguish one corridor from another. As he wandered, something in the back of his mind commanded him, telling Piotr that he needed to watch … someone. A female someone but no other clues

As he continued to wander, he.started hearing noises. At first quiet like a whisper of a breeze. But the murmuring grew and grew till it was like the rumble of the sea. And then,

“Piotr Nikolevich Rasputin!”

He woke up. Looking around confused, he realized he was now in the girls’ (women’s) section of the manor. “What am I doing here?”

“Looks like you were sleepwalking.” Alison frowned at him. “We tried to guide you back to your room, but you’re just too damn big for us to move. Good thing you woke up though. I was just about to throw this vase of flowers on you.”

“Ah,  _prosti damy_. This never happened to me before.” Several of the younger women shot him looks (some disapproving, others openly admiring) while the younger girls were herded back to bed. When most of them had gone, Dazzler took a moment to check if he was feverish. “Do you remember what you were dreaming about?”

“Not really, just that I had to find someone. A female someone.”

Having determined he was fine, she backed off towards her room. “A  _female_  someone? Kind of odd, given that you’re gay.”

He just shrugged. Given the weirdness that had been spreading he’d take his weird dreams over anything else that happened.

* * *

“This is fascinating. Here, the two of you need to take a glance at this.” Kitty and Jubilee shared a glance. They’d come for Jubilee’s follow-up appointment, not to participate in one of Hank’s experiments. Still, McCoy was definitely one of the saner adults around, it probably wouldn’t hurt to look.

“Beast, what should we be seeing here?” asked Shroud. The scientist had set up a terrarium in his lab, with about a dozen small plants.

“Do you remember the blood samples I took from you earlier this month Kitty?”

She nodded. “You said all the tests showed up negative, and that you couldn’t see anything unusual under the microscope. Just that all the cells had turned black for some reason.”

“Yes, then you told me about Jubilee consuming some in your spar. Given Ms. Lee’s sudden onset porphyria, I wondered if there might be a causal relationship. So I exposed some  _Brassica Rapa_  to your blood. Now look.” Kitty and Jubilee didn’t know what  _Brassica Rapa_ was, but they would lay money down that it wasn’t supposed to look dark brown, purple and black with red veins, nor have spikes growing everywhere nor be moving around. Hank dropped a pair of beetles in, and two of the plants stabbed the insects and dragged them into their pots.

“Despite demonstrating no other alterations than refractive spectrum, your blood has developed mutagenic properties. I do believe that consuming it has caused Jubilee to evolve a secondary mutation. Jubilee, you should spend some of your leisure time in the Danger Room, to see what other abilities you are now expressing.”

Kitty turned and walked out of the room. Beast watched after her, dismayed. “Kitty is quite good at interpreting my explanations on a regular basis. Did she not understand this time?”

“Probably better than I did,” said Jubilee. “But what I got out of it is that I’m turning into a vampire because I swallowed some of her blood, is that right?”

“That’s vastly oversimplifying but essentially correct on the main premises.”

“Right then. I’ll go talk to her.” When Jubilee got out, Kitty was right there, on the floor, curled into a little ball with her face smushed against her knees. The younger Asian girl sat right next to her. “You know it’s not your fault, right? I don’t blame you.”

“From the sound of things, you should. It’s my blood that made you this way.”

“You didn’t even know anything had happened when we sparred. Just promise me you’ll be more careful where you bleed in the future.”

“I will.” Kitty looked up at the other. She hadn’t cried, but Jubilee could tell it had been a near thing. “We should go back and listen to the rest of Hank’s speech.”

Jubilee helped her up. “Yeah, I hope he’s got a solution for how to keep this from spreading. Otherwise, you’re going to end up behind a desk again.”

* * *

Piotr had a new canvas this time. No black paint, no velvet. This time, it wasn’t going to become a new image of horror. Something light. Or maybe holy. Yes, that was it, he’d paint a cathedral.

He kept to lighter paints, white, gold and ivory, with just a little dark red and black to show the background and the sky. The stars he didn’t bother to pattern, just letting the white fall where it will. He also drew a small figure, clearly human, carrying a torch to illuminate the interior details of the cathedral.

“Painting again? Living on the wild side are we?” Shroud must have just finished her workout and showered. Her hair was still damp, but her clothes smelled clean.

“This time I didn’t let my imagination run away with me. Just man, exploring cathedral at night.”

“Okay, fine, I’ll look. But if this turns out to be one of your horror scenes, I’m going to have to ask you to stop for a while.”

“Nope, completely innocent.” Kitty came around and smiled. “Oh, I don’t recognize anything at all!”

She spent a few minutes admiring the painting, careful not to touch the still wet paint. But the longer she looked, the less she smiled until she almost seemed fearful. “Piotr, what type of structure is this supposed to be again?”

“Cathedral?”

“Why does it appear to be made from bodies?”

“ _какие?”_

“Look at the pillars. Look at the lintel above the door. They’re all in the shape of people!”

“I don’t- maybe it’s carved like that. Some houses of God do that! Or maybe it’s ossuary so people could still be with church!”

“One face is turning away from the light. Another has eyes open and it’s pupils following. A third is smiling at it. I don’t think statues would be carved at just the right angle to react to a torchbearer.” Now that she had pointed it out, he could see the same things. And some others- “Is that a tail on the wanderer?”

It was. A tail and tentacles reaching back and forth from the wanderer to his lighted staff. Piotr resisted the urge to just throw a bucket of paint on his work.

“I think I should stop painting for a while, Katya.”

“I agree.”

* * *

“I don’t know what it is, Paige.” Beast grasped the younger girl’s hand carefully between his gloved fingers. “From your description, I thought it was cancer but all the tests came back negative.”

“Is it some sort of parasite maybe? Something I picked up from our last mission in space?”

“No, the tests state that it’s still your body. Still your own DNA.”

“If that’s true,” she wailed. “Then why am I developing tentacles!?!”

“I don’t know. Did you happen to spar with Kitty before this occurred?” The blonde shook her head. She hadn’t seen the other girl since before the mission in Germany went to hell (literally).

“Then all I can recommend is that you cease the use of your mutant ability for now. You said the blot increases every time you dispense with your epidermis. Maybe if you discontinue its use, the canker will recess.”

“But I can’t. I can’t. I can’t.” She ended up so hysterical that McCoy had to sedate her.

* * *

Scott ignored the whispering. Careful observation had proved the voices were all in his head. None of them sounded like the people he lived with, so it was easy to distinguish the paracusia from reality.

The rivers of blood flowing down the walls and the corpses covering the ground were much more difficult to discount.

* * *

“Jean a quick scan, please. Have all of the AIM agents been neutralized and is everyone alright?”

Phoenix raised her hands to her head and closed her eyes for a second. “McCoy reports few injuries to the students and staff. Darwin and Marrow each got shot but received First Aid, and the operation to remove the bullet from Marrow was a success. Darwin has healed himself and is currently assisting in the clean-up. All other injuries were along the lines of bruises and broken bones, so he says everyone will be as good as new in a few weeks.”

She frowned. “Most of the AIM agents have been neutralized and are here except for three. Rogue is bringing an unconscious agent down from the roof, Iceman-” Someone ran by them, dumping a frozen body on the ground. “-killed his target. And Logan is chasing the last one into the woods.”

“Well, let’s dump these guys into their van.” Scott followed words with actions, while Jean assisted with her telekinesis. Once that was complete, he and Jean followed Logan to pick up the last one.

When they got there, they saw Logan hunched over the body of the AIM operative. “Jean, do I hear chewing?”

She frowned, then activated up her fiery halo. “Yeah, I hear it too. Logan. Logan!”

No response.

“Wolverine, report!” Scott’s voice cracked in the air like a whip.

That caused the Canadian to respond. He dropped the body on the ground, jumped up and turned to face them, giving Scott a professional salute. “Yes, sir. At 2000 hours-”

Neither Scott nor Jean heard a word he said. Instead, they stared at the body Logan had been cradling. They could clearly see the bite marks, that started at the throat then went down the chest until they reached the torn open belly. From the ragged hole, the bitten off entrails were also visible.

Jean averted her eyes from their teammate, but Scott kept his gaze on Logan, his hand hovering by his visor. “Logan, what you just-”

“Logan? Who’s Logan?” The genuinely confused look on the shorter man’s face stopped Cyclops words in his throat.

Scott took a deep breath and coughed to regain his composure. “Jean, have Kitty and Piotr call Yana as soon as we get home.” The redhead nodded, stunned into silence.

* * *

“So I’ve got good news and bad news.  Which do you want first?”  Kitty and Piotr had summoned Yana to the material plane to get an explanation for the various mishaps and disasters that had been plaguing the X-Men over the past several months.  Scott didn’t know what they had discussed, but the conversation had ended with Yana passing a stack of papers to Kitty and taking her brother with her.

“The bad news first,” said Scott grimly.

“Okay then.  Yana said it was some sort of supernatural entity-”

“We could have guessed that,” muttered Jean.

“And one that was too powerful for her to drive away.  She called it the Crawling Chaos and said the only thing we could do was wait it out and hope it got bored with watching us.”  Scott and Jean contemplated this news.  Yana was an incredibly powerful sorceress, to hear there was a supernatural being even she couldn’t handle was disturbing.  But if so, then there really wasn’t anything they could hope to do about this issue, short of dissolving the X-Men as an organization.  And Scott wouldn’t risk money on the theory that the problem would actually go away.  Not to mention all of their other responsibilities.  

“Alright then, what’s the good news?”  

Kitty brandished the stack of paper she’d received from Yana.  “Yana can’t drive it off, but she can make wards to give us some breathing space.  So people who’ve been having nightmares or hallucinations will stop.  She can’t stop IT from watching, but we don’t have to, ah, ‘feel IT’s eyes’ on us.  The wards will wear out eventually but she taught me how to make more.  Also, if anyone is showing signs of possession, or physical transformation she can cleanse that person of IT’s influence.  That’s why she’s taken her brother with her, Piotr’s paintings and sleep watching meant he was possessed.”

The two senior X-Men shared a glance.  If this was true, then it would mean a boon to the people had been greatly affected by the last few months.  “Were there any limitations on who she could cleanse?” asked Jean urgently.

“Yeah.  First, she can only cleanse one person at a time.  So we can’t send anyone else to be cleansed until Piotr comes back.  Second, it takes a long time for her to cleanse one person.  Depending on how strong the possession is, at least three months up to a year.  And finally, she said that she can only handle mild to moderate cases.  If the possession goes too far, we should just write that individual off as dead.”

The redheaded woman leaned forward.  “How far is too far?”

“I’m sorry, Jean.  I asked but … it seems it’s too late for Logan.”

“Very well then.”  Scott ignored the grieving woman beside him.  “I think Husk should be the next person cleansed.  I’ll have Hank put her in a medical coma to prevent her from exacerbating her condition while we wait for Piotr to return.  In the meantime, Kitty, start distributing the wards.  I know Ororo will want one to keep the nightmares away and if you’ve got one that will stop hallucinations, I’ll take a copy right now.”

“Cyclops, you’ve been-” the younger woman cut herself off and passed him three sheets of paper.  “Let me know when those stop working.”

“I will.”

 


	3. Dark Love Song

**Summary for the Chapter:**

> Poem for mikeellee

A little more, a little more  
The walls grow thin indeed  
Just a little longer dear  
And then you will be freed

There’s a lovely feast prepared  
Of flesh and blood and bone  
Careful o'er the corpses dear  
I’ll lead you to your throne

A little music for your meal  
A symphony of screams  
Why the fears and tears, my love?  
Didn’t I fulfill your dreams?


	4. Advent of the Herald

Sunday morning and it says something about the X-Men that some of them don’t even bother waking up at the explosion that knocks the front wall of manor all the way back into the central dining hall and kitchen. A decent line-up of senior members (Hank, ‘Ro, Summers, Jean, Bobby, and Kitty) are out in front in their uniforms ready to confront the floating, blonde woman who’s blasted their front door.

Everyone else slowly wakes up and gets dressed, confident in their seniors’ ability to deal with the problem.

Cyclops steps up for the confrontation. “Who are you and why are you attacking the X-Men?”

She stares down her nose in cool contempt at him. “I am Jimaine Szardos, once and future Herald of Nyarlathotep, the Crawling Chaos. I’m here to challenge the little guttersnipe who thinks to claim my position and show them just how foolish they are. Now, bring out this arrogant magic-user and I will spare the rest of you my wrath.”

“We’ve heard of the Crawling Chaos before, but I assure you that no one here would serve him willingly.” Scott’s hand was up by his visor, ready to fire the moment Jimaine made a move towards the school. “Are you sure you’re not mistaken?”

“I’m the greatest sorceress on this plane. And you dare say I could make a mistake? For your insolence, I’ll kill every one of you until I’ve hunted down the thief who thought they could take my position. My power! My immortality!” Fireballs appeared around her and headed towards the X-Men.

“Attack now!” commanded Scott, firing his beams towards the sorceress, who teleported away. The rest of them moved, Storm and Jean rising up to confront her, while Iceman created a protective wall in front of the school.

Just as the fireballs touched down, they fizzled out and died. Around them, shadows grew and darkened and shifted around until a jet black circle filled the area where the parlor used to be. “Jimaine, Jimaine, Jimaine. How very disappointed I am in you.” A strange, gravelly, echoing voice filled the air, speaking more to their minds than their ears. “You seem to be working under the misapprehension that you can command me to do your bidding when really our relationship goes the other way around.”

The blonde woman cowered, afraid of the giant, abyssal figure pulling itself from the shadows. “No, I, I only meant to regain your favor-”

“By attacking my other toys? Poor form indeed sorceress. I was content to ignore you earlier, but now you’ve piqued my annoyance.” The blonde abruptly fell out of the air, to be caught in tendrils of darkness. “Allow me to deal with this insect, Cyclops.” A grin split the featureless head, pulling apart wet skin to reveal sharklike teeth and a tongue longer and thicker than a man’s forearm. “Only fair that I take responsibility for this errant minion.”

Scott did one of the bravest things they had ever seen. He stepped right up to the abomination and told it, “Not in front of the students.”

He received a pat on the head from a giant clawed hand. “How very conscientious of you. I’ll go to that grove over there.” More tendrils came out and bound the thrashing woman, covering her mouth to prevent her from screaming. It loped into the woods surrounding the manor, a predatory stalk that ate up distance (and any desire to follow it as well).

When evening came, Kitty followed the creature’s trail. She hadn’t wanted to be the one to check on it but had drawn the short straw. She just hoped this wouldn’t be her last mission as an X-Woman.

Black slime and mutated flora guided her into an irregular clearing. There she found the creature and Jimaine. The woman’s body had been butchered, limbs torn away, the back of her skull bashed open, her the organs of her abdomen exposed to the night air. Worst was her face, which appeared to have been melted off her head. Even so, the corpse continued to thrash around and a muted keening filled the air.

Kitty swallowed down her gorge and stepped forward, drawing the creature’s attention to herself. Or some of its attention. One tentacle continued to hold up Jimaine’s femur, allowing the over-sized tongue to suck at the marrow. Another held up her face, carefully spreading the skin into a masklike form. But two glowing spots moved around the head (?) yellow and red shifting from looking at the mask to align with her face.

“Ah, my new Herald. Would you like to join me for a meal?” One hand reached into the broken rib cage and pulled out the heart free with a snap. The heart was held out to her, like some obscene, bloody, beating apple.

“Ah, no thanks, I just ate.” She wanted to avoid throwing up. The creature shrugged and stuffed the heart into its maw. “Besides, I’m not sure I want to be your herald. The retirement package,” she gestured to the twitching, mewling torso. “-seems a trifle lacking.”

“She didn’t retire, she was fired.” Another grab at Jimaine’s entrera. “Why wouldn’t you want to be my Herald? It grants you immense magical power, regenerative capabilities, an understanding of the cosmos unmatched by mortals and extends your life a thousandfold. All you have to do is follow my commands a few times a year.”

“I’m not into murder.”

“Noted. I won’t ask you to kill anyone. There are always thousands of beings willing to gain a drop of power in return for a few favors.” IT slurped at the last of the marrow, then reached for the other femur.

“I don’t suppose you’d be willing to leave the X-Men alone in return for me doing you a favor?”

“Of course not. Why would I choose to ignore the best entertainment your planet’s produced in half a century? None of you have anything worth offering to get me to leave you alone.”

Well, that answered most of her questions. “So there’s nothing we can do to make you go away?”

“Nothing.”

“Even if we disbanded?”

IT paused and IT’s grin got even wider. “Now that sounds fun! I could watch you all scurry around the globe and interact with even more humans. If anything, that would be even more interesting!”

Her shoulders slumped. “I’ll convey your statements to Mr. Summers.”

A clawed hand waved her away cheerily. “Just call on me if you need any help. You’re my herald. I can hear you anywhere.”

Kitty walked back to the mansion, careful to walk around the ruins of the front courtyard. When she got to Scott’s office, she relayed what the creature had said to her.

“So dissolving the X-Men and sending the students to Frost or Braddock wouldn’t help?” he mused.

“Probably not. He’s already affecting them.” Kitty had a brain flash. “We might want to encourage new students to go there instead though. If he hasn’t observed them yet, he probably won’t notice or change them.”

“We need a name for this thing,” griped Hank. “We can’t keep referring to IT and I don’t want to use that name, Nyarlathotep. Sounds too respectful.”

“What did Yana and Jimaine call him? The Crawling Chaos? Something based on that.”

Rogue was the one who finally tossed out a suggestion. “What about Nightcrawler?”

“Isn’t a nightcrawler an earthworm?” asked Bobby.

“Similar to his real title, descriptive of his appearance, but mundane and unlikely to cause panic among the students. Nightcrawler. I like it.” Scott took a vote. “Does anyone have another idea?”

There were no objections or suggestions.

“Then Nightcrawler it is.”


	5. Little Red Riding Hood

“I thought you said that Jimaine had come from Bavaria. This is Baddem-Wormberg, I totally just mispronounced that, didn’t I?” Kitty tugged the red hood over her head, then took it off again. No, it wasn’t going to fit over the backpack, she needed to re-arrange this.

“Baden-Württemberg. And  _you_ were born in Chicago and now live in New York. People do move, after all.” A black tentacle reached up and plucked two white apples off a tree. One went into a shark-toothed maw, the other was held out to her. Kitty looked it over, then assured it wasn’t going to turn into a maggot or otherwise harm her she accepted it and put it in her pocket.

“You’d better have been honest about the information we’re working off of this time. Captain Britain’s not going to accept another screw-up on this case.”

“ _Bitte liebe_ , it’s not worth my time to lie you.” Apple consumed, stem, core, seeds and all, the creature dived down to lie in her shadow. Hopefully, the swaying leaves and brisk wind would disguise the inhuman, moving nature of her stalker’s presence.

Kitty put on the red cloak (brighter than the one she used as Shroud) then put the backpack on top of it. Pulling up the hood, she activated the communicator. “Angel, this is Shroud. Can you see me? Over.”

“Roger, Shroud. Yes, I can see you. As long as you stick to the path I won’t lose sight. Warn us if you need to go off the path, otherwise, I’ll set off the alarms for Cyclops to bring the search teams in. Over.

”Roger that, Angel. Synchronizing watches in three . . . two … one. Mission begin. Over.” She clicked the dongle of her watch, then headed into the Black Forest.

Over the past few months, the new Captain Britain had worked through his backlog until Excalibur was almost on schedule again. Now one of the few open cases he had left were the murders in the Schwartzwald, the same mission that the X-Men had met Nightcrawler. Most of the other perpetrators had been apprehended but there was still one child killer at large.

Cyclops hadn’t wanted to go back, but they still owed Jamie Braddock a favor. In addition, Nightcrawler had informed them that the case was related to Jimaine Szardos, the sorceress who had recently attacked the X-Men. In the interest of cleaning up any loose ends, Cyclops had agreed to fly the team back to Germany.

Kitty really didn’t relish playing bait for a child-killer, but there weren’t many options. None of the other X-Men could pass for being below twenty, and Cyclops wasn’t going to send an actual child to play bait. With some judicious hair styling (Kitty hated pigtails) and careful fashion choices, Kitty could pass for fourteen, which was the very edge of the killer’s target range. And she could be trusted to defend herself. So Kitty-catnip it was.

She wandered around, occasionally taking pictures and samples of flora as part of her cover. She saw a number of people on the paths, and a few even stopped to watch her, but the only ones who accosted her were a pair of lost American tourists. She didn’t even have to break out the German Jean had planted in her head.

“School project?” Kitty looked up. A young man, deeply tanned and dressed like a stereotypical Gypsy (white shirt, tight pants, vest, and red bandanna) was leaning against a tree at a fork in the trail.

“ _Ja,_ for biology. We’re supposed to make an album of pressed plants for the final.”

He gestured to the path on his left. “Try over there, to the south. There’s a meadow with some early fall flowers still blooming there.”

“ _Danke_.” She hesitated though.

“Go ahead,” hissed Angel into her ear. “He fits the profile, and I want to see if he follows you.” Kitty showed no sign, but nodded and smiled at the man (he couldn’t possibly be Roma in that outfit) and walked to the meadow.

“He’s watching you.” Her closer shadow said. “But not following.”

She ended up spending two hours collecting samples. (Maybe she really would make a pressed album. She certainly had enough plants to do so.) The fake-Roma went down the left-hand path after half an hour, but she stayed to see if he (or perhaps someone acting on his orders) showed up.

“We’ve wasted enough time on this gambit,” she said, standing up and brushing grass off her knees. “I’m going down the other path to see where it leads.”

“That’s got a lot more treetop cover.” Angel worried. “I won’t be able to follow you from the air. Check in every fifteen minutes.”

“Acknowledged.” Kitty went back to the fork and looked at the sign. “So the meadow is Weg der Stifte-”

“Path of Pins.”

“-and the left-hand path is Weg der Nadeln.”

“The Path of Needles.”

“Does that mean anything?” She got one confused noise from Angel and lots of giggles from Nightcrawler. Going along she noticed that the overbrush indeed got thicker until it was as dark as the valley she had met the monster in. “I should take out a light,” she muttered to herself.

“Oh, but when you stand in the light, you can’t see the monsters but we can see you.” Nightcrawler breathed in her ear. She shuddered but continued.

After about half an hour she spotted a small cabin alongside the path. “Ah, that is what you’re looking for. Jimaine’s workshop.”

She put her hand on the doorknob. “It’s locked.” One deep breath and she phased in. Turning on the light, she heard the hum of a portable generator starting up. “Okay, my first thought is that there are way too many books for me to carry away on my own. Angel, go tell Cyclops that I’ve found the secondary objective, but I’ll need some help. Tell him to take the trail past the Mummelsee then at the fork go left to the Weg der Nadeln.”

“What about the primary objective?”

“It’s only the first day. We can try again tomorrow, or Meggan can take over as the bait after that.”

“If I go guide Scott, I won’t be able to come to monitor you.”

“I’m not going anywhere, the door is locked and there’s no place for someone to hide here. I’ll be fine.”

“Alright then. Stay safe. Over and out.” The crackle of static replaced Angel’s voice until she turned the communicator off. Kitty went over to examine all the totems and other artifacts on the wall, being careful not to touch them. When she reached a basket of black eggs, she stopped. “What creature lays black eggs? Are these even real?” She leaned over, but carefully kept her hands behind her back.

“These eggs were laid by a human.”

“What?” Kitty’s musings were interrupted. A crash came from the locked door. Whirling around she saw a second blow put an ax through, though the hole was still too small for anyone to come through.

As she watched, the red bandanned man from before stuck his head through the hole and looked at her. “ _Grüße, eindringling.”_ More blows before the door gave way. Kitty frantically looked around for something to defend herself with but there was nothing that looked safe. Then she froze once the man came through, staring at the ax. Maybe someone less informed could have mistaken those stains for rust, but Kitty had seen too many scenes of massacre and death to mistake those brown patches for anything other than blood.

“ _-bodies found hacked to pieces, probably by an ax or other-”_

“How nice,” Nightcrawler giggled. “Looks like you found your primary objective too.”

Kitty backed herself up against the wall and tried to decide which would be a better idea. Running away and potentially getting lost in the woods or trying to time her dodges and phasing and staying in the cabin.

Then she was pulled into that dark plain again. “If I can’t defend myself, I’m going to die right now.”

“Why don’t you just kill him? Phase through his body, rip out some organs on the way through. Watch him falter and die for his crimes.”

“I won’t kill. I won’t. I won’t.” Something squirming, round and furry wound it’s way around her limbs. If she didn’t know better, she would have called it a hug.

“Ah, that’s right. You said you wouldn’t kill for me. Never mind,  _liebling_ , I’ll handle this for you.” Then she was back in that cabin in the rooms. The man raised the ax above his head but paused before he could bring it down. Instead, a black tendril slipped around his throat and  _pulled_. With barely a cry, the head of her attacker twisted around 360 degrees before being pulled clean off his shoulders. Kitty cried out as the skull hit the ground and blood pumped from the collapsing body. She scrambled up onto one of the tables and closed her eyes and covered her ears.

She didn’t know how long she stayed in that fetal crouch. When she was finally brave enough to look up again, she saw the creature poking at the still body. “Not hungry?”

Oh, what an inane thing to say in this situation!

“Hmm, I’ve got a better use for the blood than to feed my own desires. Pass me the basket of eggs beside you.” Kitty looked around and saw that in her mad scramble to get away she had knocked everything off the table except the basket of black eggs. “Why?”

“Well, they’re about to hatch. Unless you want to feed them from your own blood …” Indeed, when she looked down, there were cracks forming on the tops and a weird peeping noise. She all but threw the basket at the creature. IT’s tail caught the wicker easily, and IT carefully lifted each egg and placed it somewhere on the corpse.

“What are they?” she mumbled as the first few animals, dark and slimy like annular worms broke free.

“They’re a type of familiar. They need to be fed on blood, a lot of blood. Fortunately, we have this dead body right here. Very convenient.” Some of the creatures were licking the floor, others burrowed into flesh. Kitty turned away and ignored the scene. All she had to do was wait for the other X-Men to show up. Then she could go home and have a nice screaming fit with only her usual shadow as witness.

Nightcrawler dropped one of the familiars down her shirt. “AAAUUUGGGHHH!!!”

“Now, now, don’t be like that. This one’s fed enough on the body. It just needs a little more blood to bond with you and then it will curl up and go to sleep.”

“What if I don’t want to bond with it?” The creature slipped below her clothes and she frantically tried to get it out.

“ _Meine liebe_  this is just the first of your gifts as herald. Once you’ve bonded, you will be able to see through their eyes and use their dimensional travel capabilities. All it needs is just a little of your blood.” The familiar stopped at her waist and she felt sharp teeth dig in. While she was distracted, Nightcrawler placed another on her thigh. It bit through the denim, then bit her too.

She tried to scream but found her vocal cords paralyzed. The Crawling Chaos picked her up then arranged her gently on the bed of the cabin. Once she was as comfortable as could be expected, he started adding more familiars.

Kitty felt the first one withdraw. Nightcrawler picked it up. Instead of a toothy, slimy worm, it looked almost cute. Round, like a baby animal and furry all over. But then it yawned and its teeth were as sharp as they had felt. The creature carefully tucked it into her bosom, where it slept peacefully.

She had no idea how long it took for them to feed. Once all the familiars had fed, Nightcrawler carefully arranged them over her body, almost like a set of living stuffed animals. “The others are coming. The paralysis should have worn off by then.” Then he dove back into her shadow.

Beast was the first to find her. “Shroud? Are you there? This is the only cabin along the path but-” He stopped once he entered through the broken door. Yellow eyes took in the decapitated body on the floor, her shredded clothes and the bite marks all over her skin, and finally, the furry blue pile that kept her warm and prevented her from slipping into shock. “Oh, Kitty.” A rare moment of empathy among the X-Men.

“Hank, I want to go home so bad.”

“I know, Kitty. I know.”


	6. Bookends 1

“So you’re going into space. Looking forward to your trip,  _fraulein?”_

 _“_ No, not really. Space scares me. All that vacuum surrounding me and if one little thing goes wrong, poof!” Kitty clapped her hands together. “There are no second chances in space. One mistake and you’re dead.” She shivered. “But Jean says that something important is happening, there’s someone there we need to rescue, so to space I go.”

“You can’t stay behind? Marie and Bobby aren’t going.” A blob of shadow rested at the foot of her bed like some abyssal hellhound.

“Rogue and Iceman have a different mission they need to attend to. And the only reason Kelly’s letting us go up in the shuttle at all is because I asked him. I can’t not go unless we want to break into a government facility, and Mr. Summers is right. As the most public mutant organization in the US, we can’t afford to have the bad PR that stunt would generate.”

“Take some of the bamfs with you. If you get into trouble, they can teleport you all back here. I know you’ve been practicing with them.”

She shook her head. “Are you kidding? Can you imagine how much chaos the bamfs could cause in that type of environment? No, they have to stay home.”

A twitching tail (for sanity’s sake she refused to admit it was another tentacle) wrapped around her wrist. “Who exactly is going up?”

“Myself, Jean, Cyclops, and Beast. Storm can’t be in such a closed environment for long due to her claustrophobia, Iceman and Rogue are on a mission already, and Scott doesn’t trust Logan after you ate his mind. Angel and Colossus can’t fit into the space suits and Dazzler’s on tour. There’s one more slot to fill, but I can’t think of anyone else I’d actually want up there with me. I guess the original crew can just throw dice or rock-paper-scissors it to decide which of them also gets to go with us.”

“Hmm, why don’t I go with you?”

“You? Like any of us are going to trust you in a tense situation like that!”

“I’m hurt,  _liebling_.” A massive grin split the creature’s face in half. “If there’s one thing you can trust me for, it’s that I always keep my word. If I promise to aid you in your mission and not seek any to kill, hurt or traumatize you for the duration, you know my aid would be invaluable.”

She gave him a suspicious glare out of her hazel eyes, but he did have a point. Everything Yana had told her and all of Jimaine’s books had agreed that the Crawling Chaos took his bargains very seriously. It wouldn’t prevent him from exploiting loopholes, but as long as it was more entertaining to keep them intact, he could probably be counted on. Still …

“Are you going looking like that? Because there’s a Dr. Corveau who’s still coming on the mission not to mention the crew of the station.”

“You underestimate me,  _kinder_.” He sat up,  _pulled Jimaine Szardos’s face out of thin air_ , and placed it on the blobby area that might have been a head. Paralyzed with shock, Kitty watched as the form solidified to a female human’s, the complexion lightened from indigo blue to pale peach and gold hair started growing from the head.

“No!” She shouted. “Don’t do that! Not someone we’ve all seen you kill.”

“I have others.” He pulled the mask off (a scene that was going to repeat itself in Kitty’s nightmares) then conjured another one in its place. Kitty turned around and closed her eyes, only looking back when the sticky wet noises of the transformation had stopped.

The man who stood there was actually fairly handsome, with pale Caucasian skin, curly black hair and deep blue eyes. He was maybe a handspan taller than her, and well-muscled although not to the point of absurdity. His nose and jaw were both a trifle too large for his face, just enough to save his facade from boring perfection.

“You forgot that you’ll need clothes.”

“Oops!”

* * *

“Shroud, who’s the last-minute addition to the team?” Cyclops asked as they flew to Cape Canaveral. “I hope you didn’t pull one of the students in for this.”

“Er, well, you see … “ Her shoulders slumped. “It’s Nightcrawler.”

“You’ve got to be kidding me.”

“He wanted to come along! And it’s not like I can stop him from doing whatever he wants! At least this way he won’t freak out the Dr. Corveau or the station crew.”

“Let’s just hope he doesn’t get hungry during the trip.”

* * *

“Tschk! Humans.” The Crawling Chaos looked at the gas coming through the vents. “I don’t suppose that idiot will open the door until everyone’s out. So I guess I’ll just have to come to him instead.”

The black-haired ‘man’ walked over to the inner airlock. He raised his ‘hands’ and tore through the 2.5 cm thick steel with ease. On the other side were a couple of mind-controlled humans and a Shi’ar system commander. Before any of them could react he teleported behind them. Two swift but restrained blows destroyed the devices on the men’s necks, causing them to pass out. While Nightcrawler was occupied with that, the Shi’ar dashed into the control room. The other considered going after him but decided to work on rousing the X-Men instead.

Once everyone was awake they ran to follow. “You fools are too late to assist Lilandra! I’ve detected the incoming portal and armed a cannon to fire on her ship as soon as it emerges!”

Dr. Corveau peered at the screens from behind Cyclops. “I don’t what’s going on, but the targeting is still manual! If we destroy the panel, we can prevent him from aiming, though the cannon will still fire!”

“Done!” Before the Shi’ar could react, Cyclops fired his beams, causing the control board to blow up. Unfortunately, it overloaded all those circuits and everything around them started sparking and flares appeared on the equipment.

Still, through the window, they could see the portal open up. A ship of unknown design came through, then a beam of light from the station flashed at it. To the X-Men’s relief and the Shi’ar’s dismay, the beam only clipped the side of the ship.

“Damn you!” hissed the red-armored alien. “If I can take her down in my ship, then your efforts will have been in vain!” With that he turned and ran through one of the side doors, taking two of the still mind-controlled humans with him.

“Dr. Corveau, Shroud, can you get the panel working again? Maybe we can use the cannon he attached to shoot him down.” The two technologically inclined members of the mission didn’t even bother looking.

“I think attaching the cannon in the first place did some damage. Between firing it and you destroying the panel, this station’s about to blow!”

“Back to the shuttle!” Before anyone could move, black tentacles came up from the ground and grabbed everyone. There was a loud BAMF, a sensation of heat and pressure, then everyone found themselves on the shuttle. After a second, the two crewmen who had been helping the Shi’ar at the airlock also showed up, dropped from a black hole that appeared in midair.

“Thank you, Nightcrawler.” Once they had cleared the station, barely dodging the explosion, Cyclops took stock of the situation.

“Jean, is the pilot of that ship the person we need to rescue from your premonition?”

“She is.”

“Alright, the shuttle doesn’t have any weapons. I think we can still ram that other ship and interfere with its aim. Dr. Corveau are you a skilled enough pilot to do that?”

“I am, but why are we doing all this? We don’t know the person on the ship or the weird psychopath on the station. Why don’t we just run away?”

“One of my mutant abilities is precognition,” stated Jean, still focused on the battle in front of them. “I’m not clear on all the details, but I do know we have to rescue the person who came through the wormhole. Otherwise, the entire Earth will be enslaved.”

“And how accurate are your predictions?”

“Over 80%. And most of the ones that don’t come true are due to people taking actions based on my prompting. We don’t want this one to come true.”

“Besides,” broke in Kitty. “The other guy was definitely mind-controlling the station crew. That’s evil enough that we should at least give his opponent the benefit of the doubt.”

“Points taken,” Dr. Corveau steered them towards the pursuing ship. While they closed in, Cyclops had another idea. “Nightcrawler, would it be possible for you to teleport the escaping party here? Then we could just let the other ship blow up and fake his or her death.”

“I cannot.” The statement was so unexpected it drew every X-Man’s attention. A flash of sharp teeth warned them from making any derogatory statements. “Or rather I could, but I choose not to. Call it professional courtesy.

“I could teleport you to the other ship but I don’t recommend it. The quarters there are quite cramped and most of you would not survive having your insides melded with inanimate objects. Shroud perhaps-”

“No.” Cyclops was firm about this. “Shroud has the least amount of combat training of all of us. We’ll try-”

This time it was the ruby-glassed man’s turn to be cut off. There was a large bang and the shuttle bucked and shuddered. “I took out the pursuer’s weapons and he’s breaking off the chase, but we’ve got another problem now!” Shouted Corveau from the cockpit. Everyone raced back, except for Nightcrawler who sauntered like he had not a care in the world.

“I’ve damaged the steering,” said the physicist, jaw clenched with stress. “There’s enough to get her down safely but not enough to get us out of the damaged ship’s blowback.”

“Will the other ship come down safely?”

“At this point, that’s up to how sturdily that ship was built and how good the pilot is. Nothing we can do about it now.” Cyclops nodded.

“Nightcrawler, can you teleport us back down?”

“Everyone but Jean.”

The taller man snarled. “Let me guess, professional courtesy again?”

Fangs flashed again, causing Corveau to shrink away. “Exactly”

“That’s unacceptable!”

“What if we put Jean in the solar module?” asked Beast, trying to head off another argument. “Then the rest of us could teleport down and we could pick her up after this thing lands. The module should be good enough to shield her from the radiation.”

“No good,” stated Corveau. “I mean, the solar module could do that. But the autopilot of the shuttle is out and someone will need to stay at the controls all the way down. Whoever’s doing that is going to die.”

“What if we combine the two?” Jean stepped in at this point. “Everyone else goes into the solar module, while I stay out here and pilot. I could take the knowledge of how to fly from Dr. Corveau and shield myself from the radiation with my kinetic abilities. I’m the only one who has a chance to survive this, other than the obvious.”

“It’s too risky-”

“It’s my decision.” Jean knocked out her former fiancee, then passed him to Beast. She reached out to Dr. Corveau. He hesitated for just a second. “Are you sure?”

“It’s the only way I have a remote chance of surviving.”

“Alright then.” He relaxed and let her touch his face, passing out when she was done.

Beast, Shroud, and Nightcrawler carried all the other knocked out humans into the solar module and sealed the door.

Beast and Shroud listened as the module shuddered and transmitted the scream of stressed metal from the outside. Nightcrawler, on the other hand, continued to watch the door, a sinister smile on his face.

* * *

_AN: I refuse to do the whole Phoenix Saga. I don’t like the people involved and it pretty much goes the same way as the 90s cartoon, except Nightcrawler teleports more people and less angst about Jean. So Part 2 is going to skip ahead to the end. If anyone wants to write about what happened between the two parts, feel free._


	7. Bookends 2

“There has to be some way around this.” Kitty paced back and forth in her room. The Shi’ar had given the X-Men an ultimatum. Turn over Jean Grey to the representatives of their state religion, or face a war with the empire. Kitty wasn’t particularly fond of Jean, but she didn’t want to just abandon her either. “Maybe a trial or arbitration? Don’t the Shi’ar have relations with other star-farers? Maybe there’s a higher authority I can appeal to?”

“They do have a combat challenge that even the Emperess must respond to. I could deliver the challenge for you.” Kitty looked up into (fake) blue eyes.

“Didn’t I lock you out?”

“I’m not a cat  _liebchen_. If I want in, a locked door means nothing to me.”

Kitty sat down at her desk. “Alright, explain the combat challenge to me.”

“I’ll bring the challenge to the Emperess, with all the appropriate language and whatnot. She’ll pick a time and place, probably the dark side of your moon. The time might be as soon as tomorrow or as late as next week. The Emperess will be championed by her royal guard, that’s seven people. You must choose seven people to represent your side. Combat continues until one side is unable to fight, either by death or knock-out. If the Emperess wins, Jean must go to the Temple of the Phoenix. If your side wins, she can remain here.”

“That might work. I just need seven people. Myself, Jean-”

“As Jean is the ante for the challenge, she will not be allowed to participate in the combat.”

“And I guess you won’t either?”

He smiled. There were too many teeth and they were too sharp to let him pass as human. “I’ll deliver the challenge and bring you all to the location and back, but no, I won’t be fighting either.”

She sighed. “I’ll ask around then.”

* * *

“Yes, but not out of any fondness for Jean Grey. She hasn’t actually killed anyone yet; I don’t believe in punishing people for the possibility of future crimes.”

“The Shi’ar aren’t punishing her. They view her as the living Avatar of their Goddess of Life, Death, and Renewal. If we let them have her, she’ll essentially have her every need and want given to her on a silver platter.”

“But is that what Jean wants? It’s essentially a prison for her.”

“So that’s why you’re doing it?”

“She hasn’t done anything wrong yet. If she wants to live free, that’s her right.”

“I’ll mark you down as a combatant then. Thanks, Hank.”

* * *

“Yes.”

“I’m surprised. She blatantly cheated on you.”

“I’m not getting back together with her. But I’m the leader of the team. If I’m not willing to support my teammates, it sets a bad example for everyone else.”

* * *

“I really don’t want to, kitten. Once Jean was like a sister to me. Then she grew up into a person I can’t even respect, never mind like.”

“Hank’s coming. Not out of fondness, but he believes it’s the right thing to do.”

“I’ll go for Hank then.”

* * *

“Ah don’t lahke her. But she’s a teammate. If somethin’ lahke this evah happened tah me, Ah’d want the team tah support me and not throw me away.”

“Even if she’s not really Jean anymore?”

“Even then.”

* * *

“I don’t-”

“Rogue is going.”

“Count me in then,  _amie_.”

* * *

“Bobby you owe me a favor for outing Peter and I as mutants in high school.”

“That was years ago!”

“And I never cashed it in. I’m doing it now.”

“Fffiiinnneee.”

* * *

The crew on Empress Lilandra’s ship gave the two guests a wide berth. With Jean, it was with respect and awe. He caught several of them making religious genuflections in her direction. With himself, it was blatant fear. The Shi’ar were off-limits to him unless they directly interfered, but they still told stories of the people he had driven mad, the plagues he had spread, the planets he devoured. Even Lilandra couldn’t completely hide her terror of the Crawling Chaos.

He looked over at the red-head. A slow seductive smile spread over red lips. “They’re fighting for me, aren’t they?”

He supposed answering wouldn’t hurt. “Yes, they are.”

The smile got downright predatory. “How wonderful. How delightful to have them want me so much they’d kill for me.”

“You could make a game out of it. Spur humans into competing for your favor. Then crush their hopes and dine on their despair.”

“Despair is your liquor of choice, not mine. No, I’d give them hope and let them win over and over again.” The body’s breath came quick and fast, green eyes glowing with emotion. “Humans, you said they were?”

“Yes.”

“Aligned with anyone?”

“Not as a whole. But everyone’s got their little cults and toys on the planet. Dagon’s got a charming little community dedicated to him on the coast. Cthulhu has a nice summer house under the waves. Yog-Sothoth has a few byblows knocking around.”

“And these?”

“About half of them are mine. The woman with white hair. The man with red eyes. And my herald of course.”

The smile fell into a petulant pout. “Well, that’s no fun.”

“There are plenty of others. Or you could just stay with your worshippers.”

The Phoenix panned her gaze over the crew. Lilandra stepped forward. “The Shi’ar would be happy to fulfill your wishes, Goddess. If combat is what you desire then we will arrange one for you every week.”

The redhead clapped her hands with excitement. The Phoenix may have been a Goddess, but one only recently embodied. “A prize then. The winners will have one wish granted.”

“And the losers, Goddess?”

“Death, of course. Without both risk and reward would they be half as passionate? What is life without both agony and ecstasy?”

“Physical sensation,” interjected the other creature.

“Is that why you’re wearing a mortal mask?”

“No, I find animals easier to manipulate when they think they’re dealing with their own kind.”

Green eyes cut back to him. “You are cruel.”

“We all have our own hobbies, hedonist.”

* * *

“We’ve won Lilandra. Now keep your word.”

“As agreed. Jean Grey may choose her own future.” The surviving X-Men glanced over as Nightcrawler started to laugh. Shaking her head, Kitty went up to the telepath. “Jean, we can go home now.”

The redhead ignored her.

“Jean?”

Green eyes slowly turned to the humans. “Oh right, Jean. That’s the name of this body, isn’t it?” She tossed her flaming hair over her shoulder. “Well, as winners of this Rite of Arin’nn Haelar, what is your wish?”

Cyclops took over. “You’re not Jean.”

“Oh, but I am. She was the vessel born for my embodiment. Now that I have awakened, this body’s memories and consciousness have become part of me.”

“We fought,” the ruby-eyed man spoke through gritted teeth. “To get our friend back.”

“No Cyclops. You fought to allow Jean the right to choose her own future, whether with the X-Men or not. Since Jean and the Phoenix are one and the same, the Phoenix’s desires are Jean’s.”

“Can they be separated?” whispered Shroud.

“If you throw a lit candle into a roaring fire, can you separate the flames after?”

“No, but you might be able to.”

“Only if I choose to.” There was a loud communal inhale from the Shi’ar. “But I choose not to in this case.” A breath of relief.

“Humanity does have its appeal.” Jean’s voice was wistful. “Few among my worshippers dream. But I am the patron of the Shi’ar. I must spend some time with my followers. But as long as the Crawling Chaos does not object, I would enjoy visiting your world.”

Kitty looked at the remaining members of the team. They had fought so hard, only to have their goal taken away. She stepped up and bowed. “Must we make our wish now or may we have time to think on it?”

A languid wave of a hand. “Take all the time you need, Herald. Inform your patron when you have made up your mind and he will convey your desire to me. Or you can tell me in person when I visit.”

“Thank you.” Kitty turned towards Nightcrawler. “Take us home.”

“As you wish.”


	8. Chapter 8

**Summary for the Chapter:**

> I owed mikeellee a tentacle sex fic and this was it.

“So that’s how familiars are made . . . “ Kitty trailed off and wondered if she looked as sick as she felt. When Scott had suggested making more familiars and bonding them to other X-Men, she thought it had been a good idea. Sure, there was an awful lot of blood involved, but compared to what happened to Jean or Logan or Husk, this was downright tame. They didn’t even have to kill anyone, a month or two of donations was more than sufficient to feed the familiar’s initial needs. And it’s not like they kept drinking blood after imprinting, the fuzzy blue lumps of chaos seemed to like whiskey more than anything else. No, if Kitty was going to take advantage of her position, the familiars seemed like a good place to start.

Or so she thought. “But what if I don’t want to have sex with you?”

“ _Ich_  don’t see why not. Most of my heralds consider this by far the least difficult of their duties. And you’ve already declared you won’t kill anyone for me, you can’t go back and change your mind now.”

“So no matter what I want, I’ll eventually have to have intercourse with you?”

“Did you think being a herald only involved corrupting people and passing messages? Since you’re going to have to do it eventually, why not now?”

The Jewish girl closed her eyes and fought with her emotions. She finally opened her mouth when she was sure she wouldn’t whimper or cry. “Will it hurt?”

“You might be a little sore the next morning, but no more than any of your other partners. Maybe even less than when you were with Peter Parker, after all, neither of you knew what you were doing then.”

Kitty looked at the THING on the end of her bed and resolved to lie back and think of Chicago. Or the X-Men. Or Peter. Otherwise, she’d psych herself out of doing this right now. And if this assignation was inevitable, she’d rather have it now, while the Crawling Chaos was in a good mood, rather than later when IT might make it into a punishment. “Alright, let me go lock the door.”

Before she could get up (and possibly make her escape), she heard the lock click shut on its own. “Did you do that?”

“My abilities aren’t limited to teleportation and spreading entropy.” A swirl of tentacles unwound from the creature and pushed her to lie flat on her bed. As he carefully stripped her of her pants and unbuttoned her shirt (a surprisingly civilized and polite monster) an odd thought popped into her head that almost made her put a halt to the whole thing. “Wait a minute, what happens when your herald is male?”

The tendrils paused from where they had been about to relieve her of her underwear. “As in the form used? Some prefer to lie with a female mask. Others have no problems with something a bit more daring.”

“No, I mean, what about the eggs then? Tentacles, yeah, I think I know how that would work. But how?”

“Not everyone is interested in having familiars. For those that do, implanting the necessary material need not happen on the material plane. The seeds can be deposited through fourth-dimensional means and grow into the correct dimension.” A slow caress pulled Kitty’s panties from her, then the creature slid a tendril under her back to undo her bra. If she hadn’t been scared out of her mind, she might have been amused that an eldritch abomination apparently had just as much trouble undoing a bra as all those sitcom characters that Bobby had liked to watch before he got melted by the Shi’ar Imperial Guard.

“What happens when it’s time for the eggs to hatch?”

“If the herald is smart, he’s had surgery by that point. Otherwise, well the familiars do need blood for their first meal.”

Okay, this conversation was not helping at all. As more limbs came out to caress her, Kitty tensed up. “Don’t think about it so much. You’re making yourself unnecessarily nervous.” The Creature leaned down to kiss her, forcing its tongue between her lips. “Just close your eyes and feel instead.”

Out of ideas to stall, Kitty followed Nightcrawler’s advice. Surprisingly, it did help. Despite their appearance, the tentacles were smooth and solid and felt like skin, not cold and slimy as they looked. Warm too, verging on hot. the heat penetrated her muscles and caused them to relax, almost like a massage. Then they started rhythmically winding and squeezing her limbs and she realized it was a massage.

Once she was no longer tense, the Creature got bolder. It pressed warm lips to hers, opening her up again to swallow something that made her skin heat and tingle. Smaller tendrils, some tipped with suckers, began finding less obvious hot spots, like the pulse on her neck, and that spot where the bottom of her ribcage met her spine. What might have been hands came up to cup her breasts, and another tentacle slipped between them. Below, two more wrapped around her thighs and began to pull her legs apart. Another sucker came up and started to toy with her clit.

Kitty realized she was no longer reluctant about this. She sucked on Nightcrawler’s tongue and one hand came up to fondle the tentacle between her breasts. The other slipped down and found the end of the Creature’s spade tail and started to caress it. She felt a rumble of laughter go through her partner, but her mind was too foggy to care.

She wasn’t too out of it not to feel the tentacles start to explore her lower orifices. The one at her cunt was fine, but when another one started to push into her rectum, she tensed up again and tried to get away. She’d never done  _that_  before, and having sex with a tentacle monster was adventurous as she wanted to be today. Nightcrawler paused. “No?”

“Not for a first time, no.” The tentacle at her back withdrew, but the rest continued.

Kitty wondered if the Creature was giving off some sort of pheromone to make her more compliant. She had thought making out with an eldritch abomination would have put more of a damper on things, but things seemed to be going at a normal pace for her. Then the tentacle slid into her cunt, flexing just the right way to simulate all her nerves and she started rolling her hips to get it in deeper Maybe it was just the way he seemed to the exact spots to turn her on.

Things quickened from that point, Kitty thrusting up to match the pace of the tentacle inside her, her hands frenziedly groping the tentacle at her breast and the Creature’s tail. When her orgasm came, it was not with a burst of stars, but more as if she had fallen into the abyss, not flying, but rather being wrapped in velvet.

When she came back to herself, she realized she was still being fucked. And the tentacle inside her had gone even deeper, past her cervix to directly stimulate her womb.  _That should hurt,_ she thought muzzily. She’d never had a guy bottom out inside her before, but she knew from discussions that most women found it quite painful. Instead, she found the sensation stimulating. Nightcrawler pulled back to let her breath and she found herself crying out for more. Dark, slick fluid covered her breasts and wherever else the tentacles had touched.

Her first orgasm had left her sensitive and before she knew it she was coming again. This time she felt something flood inside her, and more of that dark fluid covered her body, She may have passed out for a while, but when she woke up, the Creature was still inside her. “Would you like another round?”

Part of her wanted to say yes, the rest of her doubled down on her self-control and refused. Nightcrawler slowly withdrew, tentacles loosening from her breasts and limbs, slowly sliding out of her cunt. Despite herself, aftershocks from her orgasms caused her to clench down several times, and the Creature’s blank face split into another arrogant grin. Settling back at the foot of the bed, IT passed her a towel to clean the dark fluid off of her.

“There are eight eggs implanted in you. Had you wanted to go again there would have been more, but you’re more delicate than Jimaine and I didn’t want to break you so soon. They’ll incubate for about six months, then you’ll go into labor. After birth, it’ll be another six months till they hatch.”

She started wiping herself down but resolved to take a shower as soon as possible. And change her sheets. “Anything else I need to know?”

“You’ll experience an increase in, ah, appetites during the pregnancy.”

“Yeah, I expected that.”

* * *

“I don’t mind sharing a midnight snack with you Kitty,” Jubilee passed the Pittsburgh Blue steak to the other young woman. “I used to do this with Logan, but then Scott had him locked up.”

“Thanks. I tend to feel really embarrassed about craving raw meat.” Kitty quickly sliced the steak and started to wolf it down.

“Hey, it’s only another three months, right? Then back to normal.”

“I hope so. I want to be able to see my feet again.”

Jubilee sat down to her own raw meat, not even kissed by the hot pan the way Kitty’s was. “Aside from the speed and the raw meat, you honestly seem to be having a pretty normal pregnancy. At least from what I remember from when my foster mom had her baby.”

Kitty toyed with her fork. “I guess. The ultrasounds are weird though. Hank’s not seeing anything inside the eggs, so I’m not sure what’s the point of having them every week.”

“Hey, none of us have any experience with birthing giant eldritch maggots, you can’t blame him for being paranoid.”

“I suppose you’re right. Hey, can I ask you a question?”

“Sure, but I’m not an expert on babies. Don’t want to ask Hank?”

“No, I’d be too embarrassed.” Fidget, fidget. “I can’t stop wanting … “ She gestured below her expanding waistline.

The Asian girl was puzzled for a minute then comprehension dawned. “Ooooh, ah, I don’t know if that’s normal or not. Have you considered-”

“Nightcrawler seemed to think that’s normal. IT offered,” she blushed tomato red. “To help with the problem. But I don’t trust IT.”

A pregnant pause occurred.

“Would you like me to help you buy a dildo online?”

“Please.”

* * *

“Steady breathing, that’s it. When you feel the need to push, go ahead.” Perhaps it was overkill but Hank was in a biohazard suit. Around the birthing bed, several wards had been placed, blocking out the influence of the Crawling Chaos. Here was one mother who definitely didn’t want the father present.

Kitty felt pressure low in her abdomen and gritted her teeth. “I think it’s starting, Hank.”

“That’s good. You’re water just broke.” The blue mutant pressed some tissue to her crotch, cleaning something dark and sticky out of the way. “No pain yet?”

“No. How long do you think this will take?”

He hummed a little. “The diameters of the ova are smaller than a human infant’s cranium, so hopefully the duration of labor will be less as well. There doesn’t appear to be a placenta either, so no afterbirth. Other than that, you’re guess is as good as mine.”

She wasn’t in any pain, rather she felt the stirrings of arousal. More ichor flowed from her while her breasts started to perk. The pressure in her abdomen started to move downward, and Kitty involuntarily bucked her hips. The contractions were oddly pleasant and as the first egg fell free she had to grit her teeth not to moan. As the second egg began to make its journey, she couldn’t stop herself from clawing at the bed, although Hank probably thought she was in pain. Finally, as it slid free she climaxed with a loud cry. When she came to, Hank was cleaning the eggs while giving her a strange look. “I take it it’s not like human birth at all?”

Well, this was going to be awkward. And there were still six more eggs inside her.


	9. World Series

“Due to rain, the game will be delayed.” Came the announcement.

“Oh God, how long will this take!” moaned Kitty.

“Seventeen minutes,” responded the man with her. He was tall and well muscled, with curly black hair and deep blue eyes. But if you looked closer, you could see where the cracks in the mask of humanity were. The pupils in the blue eyes were slits. He had too many teeth and they were too sharp. His shadow wavered and moved even as the light stayed steady. “Do you want me to tell you what the outcome of the game will be?”

Hazel eyes glared at him. “Don’t you dare!” Then her shoulders slumped. “Besides, I already know. Something stupid will happen, like an audience member interfering again, and they’ll lose. It’s that damned Curse of the Billy Goat.”

The ‘man’ settled on the couch beside her. The box had been reserved as a birthday gift for the Jewish woman. Too bad that villains don’t take breaks. The attack on the mansion had been a few days ago, which meant most of the X-Men were either injured or helping clean up. Kitty had also been recovering from a broken tibia when Nightcrawler had offered to take her to the game anyway. Hank had given his okay and pair of crutches so she could move around and the Crawling Chaos had teleported them both to the stadium.

“Funny,” he said. “I hadn’t realized humans were so well informed about the nature of the Curse.”

Her eyes widened in response. “You mean there really is a curse? I always thought we Chicagoans were just making up excuses.”

“You are,” he stated smugly. “But that doesn’t mean the Curse isn’t real. Shub-Niggurath was very offended. The Black Goat of the Woods is fairly easy going, but being mistaken for a billy was … unappreciated.”

“So the Cubs are cursed . . . because someone mistook a girl goat for a guy?” He nodded. Kitty slumped down on the leather couch. “Being ejected hardly matters when you can see all of time, and Shub-Niggurath knows humans well enough to understand the objection to the smell. But she is the  _Mother_ of a Thousand Young, not the Father. She’s one of the few Outer Gods who takes that very seriously.”

“That seems very petty.”

“More petty than eating people alive because they’ve accidentally offended someone? Pettier than damning someone to eternal torment because of bad tattoos?. Sometimes we can all be petty.”

“I don’t suppose there’s something I can do about the curse?”

“You? I doubt it. There’s nothing you have that Shub-Niggurath would desire.” He canted his head to the side, his eyes shifting colors from blue to yellow to red. “On the other hand, I could be convinced to intervene in return for a favor.”

“I thought you made it a point not to interfere with the other Outer Gods.”

“Hence the tit for tat. Bringing you here does not interfere with anyone else’s interests. But if you want the Curse lifted, I’m going to get something out of this transaction too.”

“What do you want then?”

For a second they stare at each other. Then Nightcrawler moves forward so his lips just rest on hers. “Do you want to hurt me?” she whispers. There’s a seconds pause, then he slips his tongue into her mouth while undoing the buttons of her shirt. She sucks on the appendage and lets him push her back against the couch.

He moves from her lips to her neck then, sharp nips that leave red bruises all over her skin. His hands are warm on her breast, thumbing and pinching her nipples until they are flushed with arousal. Finally, he pulls back.

If the mask was cracked before, it’s on the edge of being broken now. The eyes are glowing, pupilless. The lips had recessed to leave a mouth full of fangs. A tail slips out between the gap of the purple shirt and jeans he was wearing. When he stands, his posture is hunched over, animalistic.

“As a concession this time, I won’t make you kneel.” But seated as she is, she’s the right height for what he wants. She carefully undoes his belt and fly, then pushes the jeans down enough so that she isn’t hurting herself on the metal teeth. The cock seems human enough, although now an unsettling shade of blue. She sucks the head into her mouth and bobs her head, going lower with each pass. He’s warmer than her other partners, almost scorching to the touch.

When something slides up her leg to twist past her underwear and plunge into her, she pulls off with a cry of surprise. “Oh don’t lie to me,  _liebling_. It wouldn’t have been so easy if you hadn’t been enjoying yourself.” He places a hand on her head to guide her back. The claws aren’t digging in, but the pressure is unforgiving. She takes a few moments to kiss the shaft (and regain her breath) before opening again.

It’s much harder to focus with the spade twisting in her cunt. It reminds her of the last time and she spares a thought to worry about how far he intends to go. “No familiars this time. After all, the last batch hasn’t hatched yet,” he says, apparently reading her mind.

The orgasm comes faster for her than him, and soon she finds herself coming hard on his tail, her scream vibrating in her throat but muffled by the cock in her mouth. It seems that’s what he was waiting for because soon after he spills into her throat, forcing her to swallow. His cum burns as she swallows and tastes more metallic than a human’s would.

Pulling away, he fixes his mask, red eyes bleeding into blue, inhuman features fading away. He gets her a bottle of water from the minifridge (he’s always weirdly polite about these things) and carefully adjusts the cushions behind her back so she can sit up comfortably. She wants to say something, but the crackle of the announcer drowned her out.

“Welcome back ladies and gentlemen, to the tenth inning of Game 7 of the 2016 World Series between-”


	10. The Temptation of Kitty Pryde

Kitty jumped down before the helicopter had fully landed. She’d been in outer space, consulting with the Phoenix over the creation of Utopia and whether it was a good idea or not. Then the US government had rushed her home, citing an incredible attack on the settlement. As the only surviving candidate for leadership, she was responsible for dealing with the attacker and rebuilding the reservation. Assuming Utopia had any future at all.

The plain looks like it’s been abandoned for years. There are still signs of human habitation, half-formed houses, broken chain link fences, shattered glass and construction equipment everywhere. But the houses are being reclaimed by the dust, the fences, and equipment is starting to rust, the glass has gone cloudy. Less than a week ago this had been the start of a thriving nation, now it’s just a desolate wasteland.

“There were no survivors, Miss Pryde.”

“I know. That’s why I’m going in alone.”

“It’s still in there.”

“I know,” she repeated but stepped into the ruins anyway. Glass crunches under her boots and the smell of decaying blood makes her gag. She passes by half-finished structures until she reaches the center of the devastation.

She’d wondered where all the bodies were. Looking up at the cathedral, she could recognize the features of the people who had been meshed into this grisly building. She wondered if this handful of mutants were still alive if they could still be saved. But to find out, she’d have to go in to ask. She steps up to the wall and announces herself. “It’s me.”

 _I know_.

There’s glass all over the floor and multiple levels inside. Shroud uses her phasing to walk a few inches over the broken glass. As she passes, she sees faces in the pillars or just eyes in the wall turn to follow her. The sight would make her vomit, but she had been prepared for this. The worst that she can muster up is just dry heaves.

A quick play of her flashlight over the walls reveals she’s going to have to walk back and forth to get to each set of stairs. For a second she considers phasing but no. She’s not going to risk phasing through the walls here, so she follows the path of broken glass to a stairwell. The first curtain (made of broken glass woven so closely together she thought it was a solid screen at first) takes her by surprise. A blood-tinged orb on a midnight background, with a red footer and some abstract figures in the forefront. It takes her a second to recognize the scene. “Limbo. And Belasco.”

 _Correct_.

She phases through the curtain and continues her way up. The next is an orange portrait of a man, the current PotUS. After that is a multi-colored city beneath a yellow sky studded with black stars, Carcosa. And so on until she’s passed seven shattered glass curtains to reach the highest level of the cathedral.

Kitty wondered if she should be happy IT was just the avatar and not a mask. Easier to convince the government IT was some sort of alien. Easier to remind herself that this creature isn’t a friend and never would be. IT was playing with the glass again, creating some beveled orb when she finally made it up but turns ITS attention to her when she passes the last curtain. IT raised a hand to beckon her over, but Shroud stays firmly at the entrance to the top floor.

“Can they be saved?” she asks instead.

The creature does her the favor of not playing games. “If I wanted to, I could separate them out. Undo the melting. But why would I want to do that?”

Kitty can think of several ‘favors’ the creature had been interested in but now is neither the time nor the place. “Why did you do it?”

“I was offended.” She glares at IT, fully aware that IT can see under the full-face mask she wears. “On your behalf.”

“What could ever make you think I wanted this?” She can’t help her voice shaking but there’s no one here to witness her weakness.

“They called you a coward. They offered you the city on a silver platter and you turned them down and they didn’t bother to try to understand why. I couldn’t have my Herald on this planet being disrespected in that manner.”

“Ah, so it has nothing to do with me after all. It’s your  _pride_  that got offended.”

“And that’s what you are.” She can feel Nightcrawler’s sincerity humming through her bones. The creature had expected admiration and gratefulness from her. Well, IT was a timeless abomination from beyond the depths of space, it could figure out why she was mad by ITself.

“I’m sorry that your upset.”

“But not about what you did.” A few minutes of silence. “How did you think I was going to react?”

“No, this is about what I expected. You’re just going to have to get used to it.”  _Never_  vowed Kitty silently. “How would you like me to make it up to you?”

“What were you thinking of?”

“I’ll clear the rubble from the ground and the pollution from the skies. I’ll ensure the rebuilding goes smoothly. If you like, I can even build the entire city for you. Make everything easy.” ITS voice pitched higher, honey-sweet and tempting. “Whatever style or theme you want, built in a day.”

She shook her head. “I don’t think you understand.”

“What don’t I understand?” Apparently tired of her recalcitrance a tentacle whipped out and pulled her closer.

“What about the people? Sixty-thousand human beings were living here. Now the only survivors are melded into your shrine.”

The abomination actually sounded sulky. “I  _like_  this cathedral.” IT sighed theatrically. “Fine, I’ll let them go under three conditions.”

“Go on.”

“First, that in the future you turn to  _me_ , not the Phoenix should you need advice.”

 _Were you jealous_? she thought to herself.

“You’re my Herald. To need the support of another God is demeaning to both of us.”

“I promise to listen to you first next time. But I won’t ignore another point of view just because you’re being petty.”

“Fine. Second, each and every block of this cathedral must apologize to you. Otherwise, they maintain their current position.”

“Done.” Kitty couldn’t have cared less, but that was probably the easiest retribution she could hope for. Most of the cathedral inhabitants would probably be thrilled to be allowed to resume their normal lives in return for issuing a few insincere apologies.

“And finally, this cathedral is going to be a reminder to everyone in Utopia about what they owe you. So for every pillar or block removed someone else must take its place.

That caused Kitty to hesitate. She knew most of the others would encourage her to take the high road here. But she knew what happened to people and causes that refused to play dirty. They got wiped out by their opponents. And there was just so much that could b accomplished if certain people just ‘disappeared’.

“I’m not going to kill anyone for you.”

“All I need are the names,  _liebchen_ , and I’ll collect the building materials myself.”

“Then I’ll write out a list.”


	11. Lectures in Physics

Kitty opened the door to her room then stopped dead. Nightcrawler had been involved with …  _something_  that had required more of ITS attention than usual so Kitty had gone without her usual shadow today. It had been wonderful and liberating and she supposed she shouldn’t have been disappointed to have it end this way.

The Crawling Chaos had conjured a full-length mirror out of nowhere and appeared to be  _posing_  in front of it. Kitty closed her eyes and shook her head but when she looked up it was the exact same scene. “Come in,  _liebchen_.”

For once she followed orders, locking the door behind her and sitting on the bed. “What are you doing?”

The avatar settled into a crouch, one white eyespot on the mirror while the rest were on her. “I usually interact with my Heralds in a form they find attractive. Due to the . . .  _unusual_  way the title was passed to you, I’ve been using a couple of different masks that the previous holder was partial to. You don’t seem busy today so this seems like a good time to …  _customize_  the experience.”

“Jimaine was attracted to tentacle monsters?”

“No, Jimaine favored the dark-haired, blue-eyed male form. I kept using that because I thought you’d prefer it, but it seems like your taste for that type has changed.”

Kitty felt her cheeks flush with heat. “How would you now that? Are you reading my mind?”

She received a smile more appropriate for a shark rather than anything that walked on land. “I could but I didn’t need to. I know your past  _liebling_. About that crush you had on your classmate Lance Alvers and the one on Colossus here. Most of your fantasies involved tall men with dark hair and blue eyes.” The avatar rapidly shifted to the form IT was speaking about. Prior experience had Kitty keeping her eyes closed until the wet sounds of transformation stopped.

When she opened them again IT (always harder to think of correct pronouns with the creature) was standing there. Pale-skinned, human and naked. Kitty conceded that this mask was nice, but not enough to make her forget what she was talking to. And she didn’t want anything that was connected to Jimaine.

“The first form you saw was the fantasy of a different Herald, from a planet nowhere near Earth. Jimaine found it useful for intimidation purposes at first. She grew to appreciate it’s other advantages in time.”

“I can tolerate both of those forms.”

“The point is not to tolerate them but be enticed by them. If they don’t pique your interest then I need a different mask.” IT began to shift again. When it had finished, a large centipede-like creature with a single eye looked down at her. It bent down to look at her more closely and to her shock, the eye was actually the face of a beautiful human woman. It blinked and became a Noh mask. Then again to become an owl. “I must admit some fondness for this one. So much variety in one form.” The voice was deeper, rough with echoes.

She shut her eyes again. “Not that. Whatever it is, not that one.”

More shifting. “You can look again.” The voice was female, a low alto with a slinky undertone.

Blonde, busty and dressed in a pink bikini. Jimaine Szardos, the previous Herald. “The X-Men are not going to accept working with someone who tried to kill them before.”

The next form bore some resemblance to the first. Hunched over posture, fangs, and a tail. But considerably more human, well, if you ignored the green fur. Then it opened it’s mouth to laugh, and the high-pitched screaming noise broke the glass and made her cover her ears. “Not that one either!” she shouted.

Of course, that meant the new shape was red. Taller than the others, with horns and a tail, but only one arm. “If that was real, I’d accept it. But since you can change your body, then I have no desire to work with someone who looks like the Devil.”

“That’s a dinosaur. Tempting, but no.”

“A dragon? Even worse.”

Then IT caught her interest. This form was more human than the first but less so than Jimaine’s or the Caucasian male one. Humanoid, but with misshapen hands and feet and a tail. Fangs, but not a mouth full of them. The short fur that covered the skin, and the curly hair were a deep blue color and the eyes (one red and one yellow) were pupilless. The body was also clearly female, not as stacked as Jimaine’s, but instead built of elegant curves. Something must have shown in her face because Nightcrawler stopped shifting and instead conjured a set of clothing to wear. This mask’s smile was by far the most human, even with a set of fangs. “This one? I never would have expected it.”

“It reminds me of the familiars,” said Kitty stiffly.

The voice and laugh were alto, higher than Jimaine’s but lacking the ear-piercing quality of the green mask. “This is a bamf. The males are much shorter and rounder than the females, they do indeed resemble your little familiars.” Nightcrawler quickly pushed Kitty down on the bed. “The females share one trait in common with the males that you might enjoy. Even if they are missing an essential part, the tail will make up for that.”

Not wanting to have a repeat of the VIP box incident, Kitty quickly came up with a diversion. “Hey, there’s something I’ve been meaning to ask you.”

The other quirked an eyebrow, clearly aware of what she was doing. But Nightcrawler let Kitty pull IT (maybe she should start referring to her as her?) off to lie side by side on the bed. “What about me caught your attention in the first place?”

The female mask caught her hand and brought it up to kiss her knuckles. “Do you know how your power works?”

Kitty blinked at the non-sequitur. “Umm, not really. Professor X only bothered to study someone’s powers if he was planning to have sex with them later. I think I dodged a bullet there.” The Jewish girl paused for a moment. “It may have something to do with being able to manipulate my molecules. Fit them through the spaces of other molecules.”

“Hmm, that’s part of it.” She (if Nightcrawler was going to stay in this form, then she’s a she) ran her hand down Kitty’s torso to her waist and pulled her closer. “But the other part is what really attracted my attention.”

“How many spatial dimensions are there?”

“Huh, I don’t know. At least five? A point is none, a line is one, a plane needs at least two. Three-dimensional space is exactly what it says, and time’s supposed to be the fourth. Probably add one more on top of that for safety’s sake. Oh, but I read that string theory posits the existence of up to eleven dimensions. So some number between five and eleven.”

“Human understanding of reality is so limited.” The tail came up and started opening Kitty’s uniform. “There are a lot more than eleven.”

“You’re power isn’t based on molecular spacing. What you’re capable of is traveling in the fourth dimension.”

“Don’t we all do that?”

“Yes, but most of you do it like slugs. In a line, in one direction with no change in pace. Humans, the Shi’ar, all you pathetic mortals move the exact same way. To find someone capable of more, even if it’s the difference between a slug and a turtle is quite remarkable.”

Nightcrawler pushed Kitty’s cloak and suit open. “Tell me, Shroud, have you ever taken the time to feel someone as you phase through them?”

“No, although people have said it feels weird and uncomfortable. I’m usually too busy thinking of other things to pay attention to the sensation.”

“Well, now’s a good time to find out.” With that, Crawling Chaos raised her hands to Kitty’s breasts then plunged through them into her body.

Kitty was pretty sure her brain wasn’t interpreting this correctly. Nightcrawler’s hands felt warm and almost fluid. Like a someone had stuck a Jello Jiggler inside her and was moving it around. Kitty was going to chalk this up under ‘Experiences that felt good but really shouldn’t’.

“ _Du hast so ein schönes Herz_. So perfectly formed. Sometimes I want to rip it out and keep it in a jar.” The hands tightened and for a moment Kitty’s sight grew dim. “But it’s even prettier fluttering around and keeping you alive.” The pressure eased and Kitty panted for breath. (It wasn’t her lungs but it certainly felt like that.)

While Kitty was unable to fight back, Nightcrawler spent time caressing her organs, whispering disturbing compliments in her ear (”Your eyes are a beautiful color. Just like your mother’s. And the coffin you buried her in.”). Once she regained her equilibrium though, she pushed the monster away from her violently. It might have moved the abomination back an inch. The other laughed. “Do you want more?”

“No, I want to sleep in peace. I’m going to be busy tomorrow.”

“Then sleep,  _liebe_. I’ll watch your dreams for you.” Kitty contemplated phasing away but gave up. It was too much work for too little gain. Besides, Nightcrawler was going out of her way to make this comfortable. This new mask was velvet soft, warmer than human body temperature, and had a nice purr that made Kitty’s eyes feel heavy. The gentle hand in her hair didn’t help either.

Kitty closed her eyes and drifted away. “ _Schlaf, Zucker, lass deine Träume herein Wie Wellen aus süßem Feuer bist du in dir sicher_.” (1)

* * *

(1) Words from Poets of the Fall’s ‘Sleep’. In German.


	12. Christmas Mistletoe snow

**Summary for the Chapter:**

> 5+1 inspired by mikeellee

1) “Just a kiss?”  Kitty looked up.  Crouched on the railing, the Crawling Chaos held up a sprig of glossy leaves and white berries.

“No way!”  The brunette quickly skittered away, running past Hank and Cyclops.

2) “How about now?”

“How about now what?”  ‘Gladia’ simply smiled, fangs flashing white in her indigo face and pointed up.  Kitty followed the thick finger, expecting bare sky above her  Instead, there hovered a sprig of mistletoe, completely unsupported

“Nope,” said Kitty and just walked away.

3) Out of nowhere, a strong tentacle wrapped around Kitty’s waist.  Before she could phase away, there was a loud BAMF! and she was left dazed and disoriented.  Before she could pull herself together, she felt something warm and wet brush across her cheek.  When she opened her eyes, she saw IT and also realized they were under one of the lintels of the Institute.  Not waiting for the question, she said, “Not while I feel I’m about to throw up.”  Then she ran to the nearest bathroom.

4) It wasn’t very nice, but shoving Bobby at the persistent eldritch abomination certainly bought her a few days of peace.

5) “You know I’m Jewish, right?  I’m not into the whole shove the Christmas tradition on the heathen to convert her thing.”  Kitty spat out, then turned to walk away.

+1) A tentacle grasped her hand gently and turned her around.  “You’re Jewish and I’m older than your planet.  I’m sure you could think of a very good reason to indulge me.”  As if she needed more hints, the shadows deepened around them and the sound of whispering children filled the air.

“Point for your side.”  She leaned over and kissed the shifting form on what she thought might have been a cheek.  Satisfied, the Crawling Chaos returned to the form it usually used with the X-Men, an indigo-furred woman with golden eyes.

“That wasn’t so hard now, was it?”  Kitty frowned at the creature but refused to dignify the question with an answer.


End file.
